The Master Service Level Agreement (MSLA) is designed for complex service relationships where detailed performance metrics and service standards are essential. It provides a comprehensive framework for service delivery, governance, and performance management, incorporating Hong Kong legal requirements and business practices. This document is particularly suitable for ongoing service arrangements where multiple services may be added over time through separate service orders or statements of work. The MSLA includes detailed provisions for service level measurement, reporting, service credits, and continuous improvement, while ensuring compliance with Hong Kong regulations regarding data privacy, electronic transactions, and contract law. It serves as the foundation document for the service relationship, with specific services and performance metrics detailed in accompanying schedules.
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1. Parties: Identification of the service provider and customer, including full legal names and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the services
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Term and Renewal: Duration of the agreement, including commencement date and renewal provisions
5. Services Scope: High-level description of services to be provided under the agreement
6. Service Levels: Core service level commitments, measurement methods, and reporting requirements
7. Performance Monitoring: Procedures for monitoring and reporting on service level achievement
8. Change Management: Process for requesting, approving, and implementing changes to services or service levels
9. Charges and Payment: Pricing structure, payment terms, and invoicing procedures
10. Service Credits: Calculation and application of credits for service level failures
11. Governance and Reporting: Management structure, meeting requirements, and reporting obligations
12. Personnel and Resources: Requirements for service provider personnel and resources
13. Intellectual Property Rights: Ownership and licensing of IP used or created in providing services
14. Confidentiality: Protection and handling of confidential information
15. Data Protection: Obligations regarding personal data handling and privacy compliance
16. Liability and Insurance: Limitation of liability provisions and insurance requirements
17. Force Majeure: Rights and obligations during events beyond reasonable control
18. Termination: Grounds for termination and termination procedures
19. Exit Management: Obligations and procedures upon termination or expiry
20. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Disaster Recovery: Required when services are business-critical or involve significant data management
2. Security Requirements: Needed for services involving sensitive data or systems access
3. Business Continuity: Important for critical services where continuous operation is essential
4. Regulatory Compliance: Required for regulated industries or services
5. Third Party Rights: Needed when third parties may need to enforce agreement terms
6. Anti-Bribery and Corruption: Important for international services or high-value contracts
7. Environmental Compliance: Relevant for services with environmental impact
8. Social Responsibility: Optional for emphasizing corporate social responsibility commitments
9. Subcontracting: Required when service provider may use subcontractors
10. Innovation and Continuous Improvement: Useful for long-term strategic relationships
1. Schedule 1 - Service Descriptions: Detailed specifications of each service to be provided
2. Schedule 2 - Service Levels and KPIs: Detailed service level specifications and key performance indicators
3. Schedule 3 - Charges: Detailed pricing, charging mechanisms, and rate cards
4. Schedule 4 - Service Credit Calculation: Methodology for calculating service credits
5. Schedule 5 - Governance Procedures: Detailed governance structure and procedures
6. Schedule 6 - Change Control Procedure: Detailed process for managing changes
7. Schedule 7 - Security Requirements: Detailed security specifications and procedures
8. Schedule 8 - Exit Plan: Detailed procedures for service transition upon termination
9. Schedule 9 - Personnel: Key personnel and relevant qualifications
10. Schedule 10 - Approved Subcontractors: List of approved subcontractors and their roles
11. Appendix A - Form of Change Request: Template for requesting service changes
12. Appendix B - Report Templates: Standard templates for required reports
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Master Service Level Agreement
A Hong Kong law-governed agreement establishing service delivery framework, performance standards, and operational requirements between service provider and customer.
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